UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. | Entry into a Material Definitive Agreement. |
On March 19, 2020, Herbalife Nutrition Ltd., a Cayman Islands exempted limited liability company (“Herbalife Nutrition”), HLF Financing SaRL, LLC, an indirect wholly-owned subsidiary of Herbalife Nutrition (“HLF Financing”), Herbalife International, Inc., an indirect wholly-owned subsidiary of Herbalife Nutrition (“HII”), and Herbalife International Luxembourg S.à R.L., an indirect wholly-owned subsidiary of Herbalife Nutrition (“HIL” and, collectively with Herbalife Nutrition, HLF Financing and HII, the “Borrowers”), certain subsidiaries of the Borrowers party thereto as guarantors, the lenders party thereto, and Coöperatieve Rabobank U.A., New York Branch as administrative agent for the Lenders under the term loan A facility and revolving credit facility (“Rabobank”), entered into a second amendment (the “Second Amendment”) to the Credit Agreement dated as of August 16, 2018 among the Borrowers, the lenders party thereto, Jefferies Finance LLC, administrative agent for the Lenders under the term loan B facility and as collateral agent, and Rabobank (the “Credit Agreement”). The Second Amendment increased the borrowing capacity under the revolving facility from $250 million to $282.5 million and the term loan A facility from approximately $234.3 million to approximately $264.8 million, in each case with a final maturity in March 2025. Loans made under the revolving facility and the term loan A facility will bear interest at a rate based on the London Interbank Offered Rate (LIBOR) plus a margin of 2.50%. The commitment fee applicable to the undrawn portion of the revolving facility is 0.35%, a reduction of 0.15%. No changes were made to the existing financial covenants as a result of the Second Amendment.
The foregoing summary of the Second Amendment is not complete and is qualified in its entirety by reference to the complete text of the Second Amendment a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 10.1 |
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| 104 |
Cover Page Interactive Data File – The cover page from the Company’s Current Report on Form 8-K filed on March 19, 2020 is formatted in Inline XBRL (included as Exhibit 101). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Herbalife Nutrition Ltd. | ||||||||
| March 19, 2020 |
By: |
/s/ Bosco Chiu | ||||||
| Name: |
Bosco Chiu | |||||||
| Title: |
Executive Vice President, Chief Financial Officer | |||||||